（ Translation ）
Note: This is an unofficial translation of the Japanese original version and is provided
for your reference and convenience only. Where there are any discrepancies
between the Japanese original and the translated document, the original
Japanese document shall prevail.
Articles of Association
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Articles of Association of Nippon Signal Co., Ltd.
Chapter 1 General Provisions
(Name of the Company)
Article 1. The name of the Company shall be Nippon Shingo Kabushi ki K aisha a nd it shall
be called “ Nippon Signal Company, Limited ” i n English (hereinafter referred to
as “ The Company” )
(Object of the Company)
Article 2. The object of the Company shall be to engage in the following business:
(1) Manufactu re and sale of railway s ignal, safety control equipment and track
as well as offshore and onshore signal ing products
(2) Manufactur e and sale of electrical & mechanical instruments
(3) Manufactur e and sale of communication and electro nic instruments
(4) Manufactur e and sale of sy nthetic resin molding products
( 5) Manufactur e and sale of m e asuring in strument
(6) Manufactu re and sale of fire prevention system
( 7) Manufactur e and sale of weapons
(8) Engineering, design and supervision of preceding items
(9) Construction, design and s upervision of piping work
(10) Dealing , leasing and management of real estate
(11) Operation of athletic gym
(12 ) Other business related to preceding items
(Principal o ffice)
Article 3. The Company incorporated and having its principal office at Chiyoda - ku, Tokyo.
(Organization)
Article 4. The Co mpany shall establish following organizations in addition to the General
Meeting of Shareholders and d irectors.
(1) Board of Director s
(2) Audit & Supervisory Board Member
(3 ) Audit & Supervisory Board
(4) Accounti ng auditor
(Method of p ublic a nnouncement )
Article 5. Public announcement of the Company shall be made by electronic notification.
Should electronic notification be not workable due to failure s or other
unavoidable causes, public announcement shall be p laced in the Nikkei
Newspapers instead .
Chapter 2 Shares
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(Total n umber of s hares)
Article 6. T otal number of shares authorized to be issued by the Company shall be t wo
hundred million (200,000,000) .
(Number of s hares per u nit)
Article 7 . One unit of the Company’s shares shall be composed of hundred ( 100 ) shares.
(The shareholders r ight of h olding f ractions of o ne u nit of share )
Article 8 . Shareholders shall not be able to exercise the right as a shareholder provided
t he share is less than one unit , except for following case s ;
(1) T he righ t stipulated in Article 189 - 2 of the Compan y Law ,
(2) T he right to request stipulated in Article 166 - 1 of the Compan y Law ,
(3) T he right to receive the allocation of new stock and reserve the allocation of
new stock in proportion to the number of share .
( Transfer of share to under unit share holder)
Article 9 . A Shareholder who is in possession of fractional shares shall be entitled to claim
the Company t o transfer its shares to the shareholder which constitute one
unit share in sum total .
(Share h andli ng r egulation s )
Article 1 0 . Handling of the Company’s share , handling commission and execution of
shareholders right shall be executed in compliance with the Share Handling
Regulations established by resolution of Board of Directors in addition
to releva nt laws and regulations and this Articles of Association .
( A dministrator for s hareholders registry )
Article 1 1 . The Company shall assign the administrator for the s hareholders registry .
2. The administrator shall be appointed by resol ution of B oard of Directors and
subsequently name of the administrator with its principal place of business
shall be announced to public .
3. The administrator shall be entrusted by Company to manage p reparation and
store of the s hareholders registry an d the share o ption registry .
Chapter 3 Shareholders Meeting
(Convening of G eneral Meeting of Shareholders )
Article 1 2 . An Ordinary General Meting of Shareholders shall be convened in the month
of June, every year. An Extraordinary General meeting of Shareholders m ay
be convened from time to time whenever necessity arises.
( Record d ate for exe cution of v oting right )
Article 1 3 . Shareholder stated or recorded in the shareholders registry as of 31 st of March
every year may exercise voting right at Ordinary General M eeting of
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Shareholders.
(Resolution)
Article 1 4 . The r esolution of the General Meeting of Shareholders shall be made by a
majority of the vote s of the shareholders present at the Meeting.
2 . The r esolution stipulated in Article 309 - 2 of the Company Law shall be made
by a majority of the votes of the shareholders present at the Meeting where
shareholders are holding one - third (1/3) or more of the votes and are entitled
to exercise the votes.
(Chairman)
Article 1 5 . Representative d irector app ointed by the Board of Director s in advance shall
fill the role of a c hairman of General Meeting of Shareholders.
2. In case the r epresentative d irector above mentioned is unable to fill a
c hairman’s role, one of the d irectors shall act in his place in the order
previously fixed by the resolution of the Board of Directo rs.
(Provision of document s relevant to General Meeting of Shareholders )
Article 1 6 . At the time of convention of the General Meeting of Shareholders , information
relevant to the General Mee ting of Shareholders, a nnual r eport, f inancial
s tatement and c onsolidated f inancial s tatement shall be announced in public
by way of Internet stipulated in law by Ministry of Justice and it shall be
deemed as information officially provided to shareholders .
(Deputized execution of voting rights )
Article 1 7 . A shareholder is authorized to execute his voting right by proxy for another
shareholder of the Company with voting right.
. 2. Shareholder or proxy shall be obliged to submit document s to the Company
which prove proxy at every General Meeting of Shareholders.
Chapter 4 Directors and Board of Directors
(Number of d irectors)
Article 1 8 . Number of the d irectors shall be not more than nine ( 9 ) .
( E lection and a ppointment of d ire ctors)
Article 19 . Directors shall be elected at a General M eeting of Shareholders.
2. The r esolution for election of directors shall be made by a majority of the votes
of the shareholders p resen t at the Meeting where shareholders are holding
one - third (1/3) or more of the votes and are entitled to exercise the votes.
3. The resolution for e lection of d irectors shall not be made by cumulative voting.
(Term of o ffice of d irector)
Article 2 0 . The term of office of each d irector shall expire at the clos ure of the Ordinary
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General Meeting of Shareholders relating to the last closin g of accounts to
occur within o ne year after his or her assumption of the office.
( Representative d irectors , senior d irectors)
Article 2 1 . Several r epresentative d irectors shall be elected by resolution of the B oard of
D irecto rs.
2. Chairman , Vice Chairman, President and Vice President may be elected from
directors by resolution of the B oard of D irectors .
(Remuneration)
Article 2 2 . Property benefits such as r emuneration, bonus and other compensation
payable by the Company to the directors against executed role for the B oard
of D irectors (hereinafter referred to as “Remuneration”) shall be decided
by resolution of the General Meeting of Shareholders.
( Notification of the Board of Directors Meeting )
Article 2 3 . Notifica tion of the Board of Directors Meeting shall be submitted to the
directors three(3) days prior to the date set for the Meeting.
Should urgent business requirements arise, said notification can be
submitted more closer to the dat e set for the Meeting.
( Regulations of B oard of D irectors)
Article 2 4 . Unless otherwise provided in the laws and regulations or in th is Articles of
Association, the subjects pertaining to the B oard of D irectors shall be governed
by the R egulat ions of the B oard of D irectors to be provided by the Board of
Directors.
(Omission of resolution of Board of Director s )
Article 2 5 . Resolution of the Board of Directors shall not be required on condition that the
subjects meet the Article 370 of the Company Law.
(Contract of limited liability for d irectors)
Article 2 6 . Pursuant to Article 427 - 1 of the Company Law , the Company may enter into
a contract which limits liability with a d irector (exclusive of Executive Directors)
under Article 423 - 1 of the Law . Provided, however, that upper limit of the
amount based on this contract shall be in compliance with the Company Law
and the other laws and regulations.
(Counselor or a dvis e r)
Article 2 7 . If appropriate , c ounselor or a dvis e r may be appointed by the resolution of
the Board of Directors.
Chapter 5 Audit & Supervisory Board Member and Audit & Supervisory
Board
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(Number of Audit & Supervisory Board Members )
Article 2 8 . N umber of Audit & Supervisory Board Member shall be not more than five (5) .
(Election of Audit & Supervisory Board Member )
Article 29 . Audit & Supervisory Board Member shall be elected at a General Meeting of
Shareholders.
2. The r esolution for such election shall be made by a majority of the votes of the
shareholders present at the Meeting where shareholders are holding one third
(1/3) or more of the votes and are entitled to execute the votes.
(Term of office)
Article 3 0 . Term of office of the Audit & Supervisory Board Member shall be expired at the
clos ure of the Ordinar y General M eeting of Shareholders relating to the last
closing account to occur within four years after their assumption of the office.
2. Term of office of Audit & Supervisory Board Member elected and appointed for
substitute or inverse number shall expi re on expir y of the term of office of the
m ember resigned during the term of office.
(Full - Time Audit & Supervisory Board Member )
Article 3 1 . F ull - time Audit & Supervisory Board Member shall be elected by the resolution
of Audit & Supervisory Board.
( Remuneration)
Article 3 2 . R emuneration of the Audit & Supervisory Board Member shall be decided by
the resolution of the Ordinary General Meeting of Shareholders.
(Noti fication of Meeting of Audit & Supervisory Board )
Article 3 3 . Notification of Meeting of Audit & Supervisory Board shall be submitted to
each Audit & Supervisory Board m ember three (3) days prior to the date set
for the M eeting .
Should urgent bus iness requirements arise, said n otification can be submitted
in more closer to the date set for the Meeting.
(Regulations of the Audit & Supervisory Board )
Article 3 4 . T he subject pertaining to the Audit & Supervisory Board shall be complied with
the R egulations of the Audit & Supervisory Board to be provided by the Audit &
Supervisory Board in addition to the provisions either laws and re gulations or in
th is Articles of A ssociation .
(Contract of limited liability for Audit & Supervisory Board Member)
Article 3 5 . Pursuant to Article 427 - 1 of the Company Law, the Company ma y enter into
a contract which limits liability with an Audit & Supervisory Board Member
under Article 423 - 1 of the Law. Provided, however, that u pper limit of the
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amount based on this contract is in compliance with the Company Law and t h e
other laws and regulations.
Chapter 6 Accounts
(Accounting period)
Article 3 6 . Accounting period of the Company is one calendar year commencing on 1 st of
April and ending on 31 st of March .
( Decision - making Organization with respect to Appropriation of Surplus etc. )
Article 37. Except as otherwise provided by laws and regulations, the matters specified in
each item of Article 459 , Paragraph 1 of the Companies Act, including
appropriation of surplus, etc., shall be determined by resolution not of the
General Meeting of Shareholders but of the Board of Directors of the Company.
(Dividends)
Article 38 . The record day for distribution of dividends is 31 st of March every year.
2 . The record date for payment of interim dividends shall be September 30 of
each year.
3 . In addition to the provisions of the above two paragraphs, the Company may
distribute surplus by specifying any other record date.
(Exclusion)
Article 39 . In case allo tment property is money , the Company shall be free from payment
if dividend shall not be received by shareholders f or three ( 3) years from the
commencing date of payment.
Chapter 7 Anti - Takeover Measures
(Introduction of A nti - t akeover m easures)
Artic le 4 0 . The G eneral M eeting of S hareholders of the Company may make resolutions
on the introduction, alteration, continuation, and abolition of countermeasures
against the acquisition of a large number of shares of the Company
(hereinafter referred to as "t he A nti - takeover measures").
2. "The Anti - takeover measures" set forth in the preceding paragraph means
provisions previously determined as an approach to prevent any control by
inappropriate persons, in the light of the basic policy concerning requirement s
of persons who control the decision of the policy of the finance and business
of the Company, which are procedures with which the Company requires
persons intending to make large - scale purchases of shares issued by the
Company and other rights to comply, and requirements, procedures and
contents of countermeasures the Company takes against such large - scale
purchases.
3. Resolutions of the G eneral M eeting of S hareholders set forth in paragraph 1
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shall be made by a majority of the votes of the shareholders present at the
M eeting where the shareholders are holding one third (1/3) or more of the
votes and are entitled to exercise their votes .
SUPPLEMENTARY PROVISION
Notwithstanding the provisions of Article 20 of the Articles of Incorporation, the term of
office of Directors elected at the Ordinary General Meeting of Shareholders held on June
24, 2016 shall expire upon conclusion of the Ordinary General Meeting of Sha reholders
to be held in 2018.
This supplementary provision shall be deleted after the period has lapsed .
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【 History of Revision 】
(Amended on December 26, 1953 )
(Amended on December 27, 1955)
(Amended on September 20, 1956)
( Amended on June 28, 1957)
(Amended on June 27, 1958)
(Amended on October 24, 1960)
(Amended on December 27, 1 961)
(Amended on June 28, 1862)
(Amended on June 26, 1963)
(Amended on December 23, 1963)
(Amended on June 29, 1964)
(Amended on June 28, 1965)
(Amended on December 26, 1968)
( Amended on June 26, 1972)
(Amended on June 27, 1973)
(Amended on Decemb er 25, 1973)
(Amended on June 27, 1974)
(Amended on June 26, 1974)
(Amended on January 28, 1983)
(Amended on January 30, 1984)
(Amended on January 30, 1987)
(Amended on June 29, 1988)
(Amended on June 27, 1991)
(Amended on June 29, 1994)
(Amended on June 29, 1995)
(Amended on June 26, 1998)
(Amended on June 29, 1999)
(Amended on June 28, 2001)
(Amended on June 26, 2002)
(Amended on June 26, 2003)
(Amended on June 25, 2004)
(Amended on June 28, 2006)
( Amended on July 1, 2006)
( Amended on June 26, 2007)
(Amended on June 2 5 , 200 8 )
(Amended on June 2 4, 2009)
(Amended on January 6, 2010)
(Amended on June 24, 2010)
(Amended on June 25 , 2014)
(Amended on June 24, 2015)
(Amended on June 23, 2017)